VYSTAR CORPORATION 8-K





Exhibit 10.1


 




LOAN PAYOFF AND SHARE PAYMENT AGREEMENT


 


This LOAN PAYOFF AND SHARE PAYMENT AGREEMENT
(“Agreement”) is made this 10TH day of July 2018, by and among Vystar Corporation (“Borrower”),
CMA Investments, LLC (“Lender”), Joseph Allegra, John Douglas Craft, Michelle (“Mitsy”) Y. Mangum and
William R. Doyle (collectively, the “Guarantors”).


 


WHEREAS, Borrower borrowed up to $1,500,000
from Lender (the “Loan”), and Lender is the current holder of one or more promissory notes (the “Notes”)
with respect to the Loan;


 


WHEREAS, pursuant to the Loan Borrower
has outstanding principal of $1,500,000 plus accrued interest of $0 (the “Total Obligation”);


 


WHEREAS, Lender has agreed to accept
15,000,000 shares of common stock issued as of June 10th, of Borrower in escrow (the “Escrow”) to TBD,
as the escrow agent (the “Escrow Agent”), as payment in full for the Loan;


 


WHEREAS, Lender has a security interest
in certain assets or all assets of the Borrower to secure the Loan (the “Security Interest”);


 


WHEREAS, Lender borrowed funds from
Atlantic Capital Bank (“ACB”) and used all the proceeds from such loan (the “ACB Loan”) to make the Loan
to Borrower;


 


WHEREAS, Guarantors guaranteed the Lender’s
debt to ACB;


 


NOW, THEREFORE, in consideration of
the premises and the mutual promise, obligations and agreements contained herein, the parties intending to be legally bound do
hereby covenant and agree as follows:


  


		1.	No later than five (5) business days from the date hereof (the “Closing”), Borrower shall cause its transfer agent
to deliver a certificate representing the Shares in the name of the Lender in Escrow pursuant to the instructions of the Escrow
Agent Agreement attached hereto as Exhibit A.



 


		2.	Upon confirmation of delivery of the Shares in Escrow, (a) the obligations under the Notes shall be deemed to be paid, (b)
the Lender shall return all of the Notes marked “Paid”, (c) the security interest shall be deemed terminated, and (d)
any control agreement, security agreement, pledge agreement, collateral assignment or other security interest shall be automatically
terminated.



 


		3.	As of the Closing, Borrower shall undertake to make, and shall make directly, all interest payments due under the ACB Loan
directly to ACB (or its successor) for a period of six months for a total of six consecutive monthly payments. In the event extra
time is required to free up the shares, the six-monthterm can be extended by 30 days by CMA.



 


		4.	The instructions to the Escrow Agent Agreement shall be as follows: the Escrow Agent shall be authorized to sell the Shares
from time to time, after six (6) months from the date hereof, upon the joint instruction of Borrower and Lender, at a price of
no less than $.035 per share (subject to any adjustment for stock split, reorganization, recapitalization, reclassification, reverse
stock split or stock dividend) (the “Floor”), so that the Escrow Agent shall complete sales of the shares no later
than July 1, 2022.



 


		5.	In the event that the total value received upon sale of the Shares was less than the Total Obligation, Borrower shall promptly
pay the “shortfall” in cash or additional shares based on the fair market value of the shares of common stock of Borrower
at such time. Fair Market Value shall be defined as the value of the shares based on the closing price on June 30, 2022, as set
forth on the OTC Pink Sheets or, if not so available, on any similar exchange, subject to Floor price per share, it being understood
that Borrower may choose to pay cash in lieu of such shares at any time.





 







    	 



    	 



    

 



		6.	In the event the total value received upon sale of the Shares was more, at any time based on a quarterly review, than the Total
Obligation, upon receipt of the Total Obligation, Lender shall instruct the Escrow Agent to allow the repurchase of such remaining
shares by Borrower at par value, or, at Borrower’s written request, the assignment of such remaining shares pursuant to a
call option agreement agreed to by Borrower.



 


		7.	Notwithstanding anything herein to the contrary, Borrower may prepay in cash any unpaid portion of the Total Obligation without
premium or penalty at any time, and upon, all Borrower shall purchase all Shares held by the Escrow Agent at a price equal to par
value.



 


		8.	This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. The parties
consent to the jurisdiction of the courts located in the State of Delaware.



 


		9.	This Agreement, together with the Escrow Agent Agreement and instructions thereunder, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. This Agreement may be executed in one or more counterparts.
This Agreement constitutes the entire agreement of the parties hereto, which terms supersede and replace any prior agreements related
to the Loan, the Notes, or any security interest thereunder. Any amendment must be in writing and signed by each of the parties
hereto.



 


		10.	If any provision of this Agreement or the application thereof to any party or circumstances shall be determined by any court
of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of
such provision to the parties or circumstances other than those to which it is so determined invalid or unenforceable, shall not
be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.





 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.


 


 





	VYSTAR CORPORATION	 	CMA INVESTMENTS, LLC
	 	 	 
	By:  	/s/ Steven Rotman	 	By:  	 /s/                                                                             
	Name:  	 Steven Rotman	 	Name:  	 
	Title:	 CEO Vystar Corporation	 	Title:	 
	 	 	 
	/s/  	 	/s/ 
	Joseph Allegra	 	John Douglas Craft
	 	 	 
	/s/ 	 	/s/ 
	Michelle “Mitsy” Y. Mangum 	 	William R. Doyle



 


 




    	 



    	 



    

 


EXHIBIT A


ESCROW AGENT AGREEMENT


 


TBD